Independent Sales Agreement

INDEPENDENT SALES AGREEMENT

This Independent Sales Agreement (the “Agreement”) is a legal agreement between you and Flare Experience LLC, with a place of business at 1688 Meridian Avenue, 7th Floor, Miami Beach, FL 33139 (“Flare”). As used in this Agreement, “you” and “Contractor” mean the person identified as the “Sales Rep” immediately above.

BEFORE CLICKING ON THE “SUBMIT” BUTTON BELOW, CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY CLICKING ON THE “SUBMIT” BUTTON, YOU THEREBY ACKNOWLEDGE, AGREE, AND REPRESENT AND WARRANT TO FLARE AS FOLLOWS: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU ARE BECOMING A PARTY HERETO WITH FLARE; (II) YOU ARE ENTERING INTO THE AGREEMENT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS AN EMPLOYEE OR REPRESENTATIVE OF ANOTHER PERSON OR ENTITY; (III) YOU ARE THE INDIVIDUAL IDENTIFIED AS “SALES REP” ABOVE AND ALL INFORMATION YOU PROVIDE TO FLARE WILL BE COMPLETE AND ACCURATE IN ALL RESPECTS AS OF THE TIME PROVIDED; AND (IV) THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND FLARE EFFECTIVE AS OF THE DATE YOU CLICK “SUBMIT” BELOW (THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT CLICK “SUBMIT” BUTTON AND EXIT THIS PAGE.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, you and Flare hereby agree as follows:

SCOPE OF WORK: Flare hereby retains and engages Contractor in its professional capacity to provide to Flare recruiting, business lead generation, sales management, and other services relating to the marketing, promotion, sales, contracting, onboarding, installation and support of applicable Customers (defined below) in connection with solar installation projects to be contracted by or through Flare or its affiliates (the foregoing, collectively with the performance of Contractor’s other obligations under this Agreement, the “Services”), which Flare may accept or reject in its sole discretion. Contractor will have sole authority and discretion to determine the method, details, and means of performing the Services; provided that Contractor shall at all times comply with the terms of this Agreement, all applicable laws, and the Contractor Guidelines set forth in Exhibit A below. If Contractor uses subcontractors to perform the Services under this Agreement, Contractor acknowledges that such subcontractors shall be Contractor’s sole responsibility and at Contractor’s sole expense, no such subcontractor will be permitted to use any Flare mark, logo or brand in its own advertising efforts or those performed on behalf of Contractor, and Contractor has no authority to enter into any agreements with subcontractors on behalf of or in the name of Flare, or to authorize use of Flare’s marks, logos or brands by any subcontractor. In all cases, Contractor will adhere to the requirements and responsibilities set forth in Exhibit B (Responsibilities of Contractor) below.
TERM AND TERMINATION: This Agreement will become effective as of the Effective Date. This Agreement will remain active on a month-to-month basis and can be terminated by Flare or Contractor, for any reason, with or without good cause, with written notice. Without limiting the foregoing, this Agreement may be terminated immediately by Flare upon any of the following (each of which shall constitute “Cause” for purposes of this Agreement): (a) any breach by Contractor or by any of Contractor’s personnel, employees, officers, directors, representatives, agents, or subcontractors (collectively, “Personnel”) of any term of this Agreement (or any Exhibit hereto) or any Flare policy or procedure, (b) any fraud, misconduct, deceptive or unethical business conduct, or violation of any applicable federal, state or local law, statute, regulation, code, ordinance or other requirement of any governmental authority (collectively “Laws”) by Contractor or its Personnel, or (c) any other act or omission by Contractor or its Personnel that Flare determines, in its sole discretion, may damage Flare’s reputation or goodwill. Upon any termination, the respective rights and obligations of the parties hereunder shall immediately cease, except that the terms of Sections 4 through 19 and any other terms which either expressly or by their nature should survive termination shall survive.
COMPENSATION: Flare shall compensate Contractor solely on a commissions basis as set forth in Exhibit C (Payments to Contractor) below, and Contractor shall not be eligible to receive any remuneration or compensation in connection with this Agreement other than as specified in such Exhibit.
INDEPENDENT CONTRACTOR: In the performance of the work, duties and obligations under this Agreement, Contractor is, at all times, acting and performing as an independent contractor and not the employee, agent, or representative of Flare. It is hereby agreed and acknowledged by the parties hereto that the relationship established in this Agreement is an accepted and established method of conducting and structuring business transactions within Flare’s industry, and that Contractor shall, at all times, function as an independent contractor and under no circumstances shall Contractor look to Flare as its employer, or as a partner, agent, or principal. All Personnel supplied or used by Contractor shall be deemed employees or subcontractors of Contractor and will not (nor will Contractor, if Contractor is an individual person) be considered employees, agents or subcontractors of Flare for any purpose whatsoever. Contractor assumes full responsibility for the actions of all such Personnel (including Contractor him or herself if Contractor is an individual person) while performing the Services hereunder and for the payment of their compensation (including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes), workers’ compensation, disability benefits and the like to the extent applicable to the personnel involved. Contractor shall not have any authority to enter into contracts, make commitments or otherwise bind Flare to any obligations without Flare’s prior written consent. For the avoidance of any doubt, by clicking “Submit” below, Contractor thereby expressly acknowledges and agrees to the terms of the Declaration of Independent Business Status set forth in Exhibit D below. Neither Contractor nor Contractor’s Personnel shall have any claim against Flare by reason of the Services performed under this Agreement for any social security, disability, workers’ compensation, unemployment, vacation, sick leave, insurance, retirement or any other employment benefits of any kind. Contractor shall be responsible for obtaining, at Contractor’s expense, all permits and licenses usual or necessary for performing the Services. During the period of Contractor’s engagement with Flare, Contractor is free to provide services to the general public, and to competitors of Flare, and is not restricted by Flare in so doing other than by the terms of this Agreement. Contractor acknowledges Contractor’s obligation to obtain appropriate insurance coverage for the benefit of Contractor. Contractor waives any rights to recovery from Flare for any injuries or illnesses that Contractor or its Personnel may sustain while performing Services under this Agreement.
TAXES AND EXPENSE REIMBURSEMENT: Contractor shall have full and sole responsibility for the payment of all federal, state and local taxes accruing from the provision of Services hereunder by Contractor and its Personnel, including contributions that are required pursuant to unemployment insurance, social security, income taxes, and workers’ compensation statutes. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation, including estimated taxes, and shall provide Flare with proof of payment on demand. Contractor shall pay all “out-of-pocket” expenses and shall not be entitled to reimbursement from Flare.
NON-DISCLOSURE; CONFIDENTIAL INFORMATION: Contractor acknowledges its obligations under the Non-Disclosure Agreement at Exhibit E (the “NDA”), the terms and conditions of which shall survive any termination of this Agreement.
FLARE PROPERTY, MATERIALS AND MARKS: All written information, source code, drawings, documents and other materials prepared by Contractor or its Personnel in the course of Contractor’s services hereunder are assigned by Contractor to Flare and shall be Flare’s sole and exclusive property, and will be delivered to Flare at any time upon request, and in any event no later than promptly after expiration or termination of this Agreement. Contractor will acquire from its Personnel who may be engaged in the performance of the Services under this Agreement all such rights as may be necessary so that Flare will receive the rights hereby agreed to be conveyed and vested in it, free of any claims of such Personnel. Contractor shall abide by the terms and restrictions regarding the use of Flare’s marks, logos or brands in Contractor’s own advertising efforts as required under any marketing, branding and associated policies and guidelines provided by Flare to Contractor from time to time. Contractor shall not advertise, market or otherwise make known to others any information relating to the Services under this Agreement, including mentioning or implying the name of Flare, or any of its personnel, without prior written consent of Flare.
WARRANTIES AND LIABILITY OF CONTRACTOR: Contractor represents and warrants that it has sufficient qualifications, training, experience, understanding of applicable Laws and ability to perform the Services in a professional manner, without the advice, control, or supervision of Flare. In particular, Contractor warrants that it is aware of, complies with, and will comply with all applicable state and federal Laws related to advertising (including but not limited to CAN-SPAM, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and state Laws pertaining to marketing) and is further aware of and complies with and will comply with all applicable state and federal Laws related to the protection of consumers’ personally identifiable information and privacy rights. Contractor shall perform its duties hereunder industriously and expeditiously and shall use its reasonable best efforts to accomplish the tasks described in this Agreement in a professional manner and in compliance with Laws. Failure to perform the Services in a professional manner or in compliance with Laws shall constitute a material breach of this Agreement and will be grounds for immediate termination. In performing the Services under this Agreement, Contractor:

• Shall only use authorized materials in the content created for Flare and shall not use the copyrighted works or other intellectual property of third parties unless Contractor has obtained the necessary written permission from the copyright owner and provides such evidence of permission to Flare.

• Shall never hold itself out or represent itself as an employee, agent, representative of Flare or any of Flare’s affiliates, subsidiaries, tradenames, or DBA’s, as in fact Contractor has no such employment, agency or representative relationship with Flare.
• Shall never represent that it has the authority or permission to speak or act on behalf of Flare, nor represent that it has the authority to bind Flare to any terms or agreement.
• Shall never use any name, trademark, service mark, logo or brand of Flare or any of Flare’s affiliates, subsidiaries, tradenames, or DBA’s in the provision of the Services under this Agreement other than as expressly permitted by Flare in writing.
• Shall never access or use information from Flare’s internal information systems or databases.

• May set its own appointments with potential business leads, which Flare may accept or reject, at its sole discretion.

• May receive potential business leads from Flare, which Contractor may accept or reject, at its sole discretion.
LIMITATION OF LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE PARTIES’ RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT ARE LIMITED. NEITHER PARTY SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, EVEN IF SUCH PARTY HAS NOTICE OR ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY COMPENSATORY DAMAGES FOR ANY AMOUNT MORE THAN $5,000.00.
NON-CIRCUMVENTION: Contractor, intending to be legally bound, hereby agrees not to attempt to circumvent, avoid, or bypass Flare with respect to the information or introductions made by Flare, either directly or indirectly, for the purpose of avoiding payment of introduction or advisory fees, compensation or otherwise, by way of any corporation, trust, partnership, or other entity, or individually, in conjunction with transaction or transactions of business involving Flare. Contractor acknowledges that it has received, will receive and/or will continue to receive such Confidential Information and that knowledge of such Confidential Information would provide an unfair advantage if used to compete with Flare in any way.
NO SOLICITATION: Contractor shall not, directly or indirectly, interfere with the business of Flare during the term of the Agreement and a period of one (1) year after its termination by (a) soliciting, or attempting to solicit, inducing, or otherwise causing any employee, independent contractor, or consultant of Flare to terminate his or her employment or relationship with Flare to become an employee, independent contractor or consultant of Flare or for any Competitor of Contractor; or (b) interfering with or disrupting, or attempting to interfere with or disrupt, the relationship, contractual or otherwise, between Flare or any of its employees, customers, contractors, vendors, or subcontractors.
NON-DISPARAGEMENT: Contractor represents that it will not, either orally or in writing or on any website, make any defamatory or otherwise injurious statements concerning Flare to any third party including, but not limited to any current or future employees, clients, potential clients, competitors or vendors of Contractor.
EQUITABLE RELIEF: Contractor acknowledges that the restrictions contained in this Agreement, particularly those in Section 10, 11, and 12 above are, in view of the nature of the business of Flare, reasonable and necessary to protect the legitimate interest of Flare, that Flare would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provisions of this Agreement will result in irreparable injury to Flare which may be difficult, if not impossible to quantify. Contractor understands that in the event of any violation of this Agreement, Flare shall be entitled to temporary and permanent injunctive relief, without the necessity of proving actual damages or the posting of a bond.
INDEMNIFICATION: Contractor shall and does hereby agree to indemnify and hold harmless Flare and its officers, directors, employees, agents, affiliates, successors, and assigns (Flare and each of the foregoing, a “Flare Party”), including parent and subsidiary companies, from and against any and all claims, allegations, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and costs incurred or asserted against any Flare Party, directly or indirectly, arising out of or in any way related to or in connection with any: (a) act or omission of Contractor or its Personnel (Contractor and each of the foregoing, a “Contractor Party”), whether authorized or not, including without limitation, any unauthorized representations made by any Contractor Party; (b) breach of the terms of the Agreement by any Contractor Party; and/or (c) violation of or failure to comply with any applicable Law. Flare shall have the right to offset any amounts owed by Contractor to Flare (including, without limitation, the repayment of Commissions as a result of refunds) against the amount of any Commissions owed to Contractor.
NOTICE: Any notice or communication required or permitted under this Agreement shall be deemed sufficiently given and received if delivered (a) in person, on the date of delivery; or (b) by certified mail, return receipt requested, to the address of the intended recipient listed above, on the earlier of the date when signed for or the fifth day after mailing; or (c) by electronic mail to the email address of the intended recipient listed below, as of the date after transmission, subject to confirmation of transmission. Either party may change its address(es) for notice by notice in accordance with this Section.
GOVERNING LAW; JURISDICTION AND DISPUTES: This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Any and all claims and actions arising out of the Agreement shall be exclusively arbitrated in Miami-Dade County, State of Florida, in accordance with the then prevailing Rules & Regulations of the American Arbitration Association, which proceedings shall be strictly confidential. The arbitrator(s) shall not have the power to make errors of law, and any award may be challenged to a court of competent jurisdiction based on any such errors of law.
ASSIGNMENT; AGREEMENT BINDING ON SUCCESSORS; AMENDMENT: This Agreement is personal to Contractor and may not be assigned by Contractor without Flare’s prior written consent but is freely assignable by Flare. This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto, their heirs (if such party is an individual), administrators, successors and assigns. This Agreement may be modified or amended only if made in writing and signed by both parties.
INTEGRATION: This Agreement, together with attached Exhibits A, B, C, D and E (each of which is incorporated into and made a part of this Agreement), constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

EXHIBIT A

CONTRACTOR GUIDELINES

Flare onboards and maintains relationships with only those Contractors that are dedicated to keeping abreast of the latest products and accurately educating solar customers and prospective solar customers of Flare or its affiliates or sales partners (collectively, “Customers”) as to the benefits of solar energy. In addition to meeting those standards, by clicking “Submit”, Contractor thereby agrees that Contractor shall:

Fully sign a minimum of two new solar Customers each month (beginning no later that 60 days after the Effective Date)
Maintain a working knowledge of any new product training, policies, and suppliers
Maintain open lines of communication with Flare
At all times act in a professional manner when interacting with potential Customers
Conduct all interactions relating to this Agreement ethically, transparently, honestly and respectfully
Assess the potential Customer’s suitably for solar
Explain with accuracy the benefits and key terms of the applicable Customer Contract
Set accurate expectations of the process and timeline
Present only authorized proposal(s) approved by Flare
Not withhold information or mislead the Customer in anyway
Not deviate from the numbers and figures as shown on the Customer proposal and Customer Contract
Not give any tax advice or make any promises related to the solar tax credit or other incentives
Comply with all applicable Laws and the terms of the Agreement

Contractor must be prepared to demonstrate compliance with the above each applicable calendar month to be considered in “Good Standing”.

Contractor acknowledges and agrees any failure to be in Good Standing, and any circumstance constituting Cause (defined in Section 2 of the Agreement), may result in any of the following, in Flare’s sole discretion:

A notice with a deadline to comply with the Agreement or take immediate corrective measures and return to “Good Standing” status
Termination of the Agreement by Flare
Imposition of a fine, which may be withheld from Commissions
Forfeiture of rights to one or more Commissions
Withholding of Commissions during the period that Flare is investigating any conduct
allegedly constituting Cause
Any other measure that Flare deems reasonable or appropriate to implement and equitably resolve injuries caused partially or exclusively by Contractor
Legal proceedings by Flare for monetary and/or equitable relief

EXHIBIT B

CONTRACTOR GUIDELINES

Contractor shall verify that the Client is the true owner of the property where the work is to be performed. Contractor shall provide (i) Client’s true & legal name, (ii) address where the work is to be performed, (iii) executed purchase contract, (iv) Client’s phone number and email address, (v) Photo Package; to include photos of where all equipment is to be located.
Contractor shall provide (i) Utility website online login information “username and password”, (ii) Utility disclaimer form, (iii) Recent utility bill.
Contractor shall comply with the Agreement (including but not limited to Exhibit A), and all applicable Laws, including applicable marketing Laws.
Contractor holds 100% responsibility for all “professional fees” associated with cancelled solar installation projects. Professional Fees include but are not limited to expenses associated with sight survey, design, engineering, certifications, and permitting.
Deliverables. Before any payment for a lead by Flare will be issued, Contractor shall provide the following:

a) Utility
1. Customer installation agreement or purchase contract
2. Copy of Utility bill
3. Utility consumer acknowledgment (where applicable)
4. Utility rate plan disclaimer (where applicable)
5. Utility Customer information sheet
6. Assignment of incentive docs (where applicable)
7. Photos of Main Electrical Panel
  
  a) Image (close-up of Main Breaker)
  b) Image showing available breaker locations
  c) Image showing “Side of Electrical Service” (SES)
  d) Image showing roof material
8. Trust Documents (properties held in Trust)
9. Proof of Ownership
  
  b) Financing organization requirements – all documents required by financing organization
  
  c) Picture of Driver’s License (or other valid photo ID)

EXHIBIT C

CONTRACTOR GUIDELINES

COMPENSATION. Contractor’s compensation under the Agreement shall be paid solely in the form of commissions in accordance with this Exhibit (“Commissions”). The Commission for which Contractor is eligible on each solar installation project subject to this Agreement (each a “Project”) shall be (a) the Commission Base, minus (b) applicable Flare Costs for the Project (as those terms are defined below). Typically, Commissions payable to Contactor will be 55% of the Commission Base.

• “Commission Base” means the Contract Price, minus all Installer Fees and LDFs.

• “Contract Price” means the final contract price specified in the applicable solar installation project agreement between the Customer and Flare or any third party for which Flare acts as sales agent (each a “Customer Contract”), as modified from time to time in accordance with its terms, and ultimately paid by or on behalf of the Customer to Flare, subject to any applicable rebates, discounts and similar deductions.

• “Installer Fees” are the fees paid by Flare to cover the materials, equipment, labor and services provided by the applicable installation contractor team in connection with project installation, including without limitation, fees charged by the installation contractor for “adders” and other special services and/or products performed or provided. Installer Fees differ based on the project, installer, system size, location, adders, and other factors. Installer Fees are paid by Flare on a passthrough basis, may be modified at any time in Flare’s sole discretion, and generally are included in Customer pricing specified in the project proposal based on information available at the time, and modified as appropriate.

• “LDFs” are the fees and other amounts charged by the lender, loan dealer or other financing provider of the Customer, where the Customer finances the project. Installer Fees depend on the project, Customer’s credit rating, and other factors, are paid by Flare on a passthrough basis, and may be modified at any time in Flare’s sole discretion. LDFs are generally included in the Customer Contract pricing at the time of proposal generation.

• “Flare Costs” are all other costs, fees, and amounts (excluding Installer Fees, LDFs and Commissions) payable from the Contract Price for a given Project. Typically, these will include Lead Generation Fees, Recruiter Fees, and Management Fees, as described further below:

a) Lead Generation Fee (33% of the Commission Base). This is paid to the person/entity that provides the initial Project lead to Flare through their on-the-street (door knocker) efforts or other means (the “Setter”). The Lead Generation Fee for a Project without a Setter is paid to Contractor as part of the Commission only if they brought the lead.

b) Recruiter(s) Fee (11% of the Commission Base). This fee is paid to the person/entity that recruited and/or trained Contractor (“Recruiter”) and potentially the person that recruited the recruiter (“Recruiter of Recruiter”). The Recruiter Fee for a Project without a Recruiter is allocated by Flare between Contractor and the Setter.

c) Management Fees (1% of the Commission Base). These are Flare’s other costs and fees in connection with project management, sales support, and platform hosting and access. Management Fees depend on the Project and may be modified at any time in Flare’s sole discretion.
EARNED COMMISSIONS AND PAYMENTS.

Commissions shall be earned and payable only with respect to Projects that have been “Completed” – that is, the Project has successfully passed final inspection by applicable State and/or local authorities and Flare has received payment in full of the applicable Contract Price.

For each Project, applicable Commissions will be paid as follows:

• Advance Payments. For each Project, Flare will pay Contractor a Commission advance equal to the lesser of (a) 40% of the amount of the Commission anticipated for the applicable Customer Contract or (b) $1,000. The Commission advance generally will be paid within five (5) business days after execution by the Customer and Flare (or the applicable project installation contractor) of the corresponding Customer Contract and/or the bank’s Notice To Proceed (“NTP”) if a financed project.

• Final Payments. The remainder of the Commission for each Project will be paid within thirty (30) days after the date the Project is Completed.
WITHHOLDING OF COMPENSATION. In the event that Flare receives a complaint or dispute related to Services provided by or on behalf of Contractor, Flare may at its discretion withhold compensation until such complaint or dispute is resolved. Complaints and disputes may include, but are not limited to, misrepresentations, withholding of vital information which affect the applicable Customer’s contract or post solar utility bills, discounts, and incentives not authorized by Flare. Contractor agrees to assist Flare in connection with any such complaint or dispute and may be required to communicate with Customers via phone or via written statement and in possible judicial proceedings. If it is determined that Contractor mispresented, withheld vital information, made promises or offered incentives not known to and authorized by Flare, Contractor shall be solely responsible for such any and all resulting costs, expenses and damages incurred by Flare and such costs, expenses and damages shall be deduced and withheld from future compensation due to Contractor until such costs, expenses and damages are fully satisfied.
COMPENSATION AFTER TERMINATION. In the event of any termination of the Agreement, Contractor shall be paid applicable Commissions for all Services provided prior to termination in accordance with the payment terms of this Agreement, subject to all applicable Installer Fees, LDFs, Flare Costs, and Section 5 of this Exhibit; provided, however that any such Commissions owed to Contractor after termination of the Agreement may be held by Flare, at its discretion, for a period up to 90 days after all solar systems with respect to which Services were provided for by Contractor have been Completed.
CANCELLATIONS AND CONTRACTOR’S DUTY TO FULFILL TO COMPLETION. In the event of any reversal of funding to Flare or in connection with any Customer sale or purchase, all paid Commissions associated with the funding so reversed will be debited against Contractor’s future compensation. In the event of a Customer cancellation or termination, the amount of any advances or other Commission payments paid to Contractor for the applicable Project shall be either (a) refunded to Flare or (b) withheld and retained by Flare from future Commission payments, at Flare’s sole discretion. Contractor is responsible for servicing Customers with respect to which compensation is or may be paid to Contractor throughout the project from sale to installation as needed. In the event Contractor fails to fulfill this duty, the applicable Project may be reassigned to a new contractor of Flare at Flare’s discretion and remaining compensation may be void.
CHANGE ORDERS. Notwithstanding anything to the contrary, if Flare and the applicable Customer agree upon any changes either expanding or limiting the work to be performed under the applicable Customer Contract for a given project, such changes shall apply and all amounts payable to Contractor hereunder shall be adjusted accordingly.
DETERMINATIONS. All determinations regarding whether a given solar installation project has been completed, calculation of Commissions, and similar matters shall be in the sole discretion of Flare. Without limiting the foregoing, Flare shall have the sole right to determine (in its reasonable discretion and based on the dates of the applicable sales leads), in any dispute arising between Contractor and any other contractor, sales agent or agency of Flare, the right to any Commission on any sale.

EXHIBIT D

CONTRACTOR GUIDELINES

By clicking “Submit”, Contractor thereby states and declares the following:

Contractor acknowledges that Contractor operates its own independent business and is providing services for or in connection with Flare as an independent contractor.
Contractor acknowledges that it is not an employee of Flare and the services rendered for or in connection with Flare do not establish any right to unemployment benefits or any other right arising from an employment relationship.
Contractor is responsible for all tax liability associated with payments received from or through Flare and Flare will not withhold any taxes from payments to Contractor.
Contractor is responsible for obtaining and maintaining any required registration, licenses or other authorizations necessary for the services rendered by Contractor.
Contractor acknowledges that no subcontractor will be permitted to use Flare’s marks, logos or brands in its own advertising efforts or those performed on behalf of Contractor, and that Contractor has no authority to enter into any agreements with subcontractors on behalf of/in the name of Flare, further providing that that Contractor shall indemnify and hold harmless Flare of any damages, claims or liabilities occurring as a result of the acts or omissions of Contractor (or its Personnel) while performing services for Flare under any Independent Sales Agreement or similar agreement between Contractor and Flare.
Contractor acknowledges and agrees as follows:
(a) Contractor is not insured under Flare’s health insurance coverage or workers’ compensation insurance coverage.
(b) Flare does not restrict Contractor’s ability to perform services for or through other parties and Contractor is authorized to accept work from and perform work for other businesses and individuals besides Flare, including competitors of Flare.
(c) Contractor has the right to accept or decline requests for services by or through Flare.
(d) Flare expects that Contractor provides services for other parties.
(e) Contractor provides services for other parties.
(f) Contractor is not financially dependent on the services performed for or in connection with Flare.
(g) Flare does not dictate the performance, methods or process Contractor uses to perform services.
(h) Flare has the right to impose quality standards or a deadline for completion of services performed for Flare, or both, but Contractor is authorized to determine the days worked and the time periods of work.
(i) Contractor will be paid by or through Flare based on the work Contractor is contracted to perform and that Flare is not providing Contractor with a regular salary or any minimum, regular payment.
(j) Contractor is responsible for providing and maintaining all tools and equipment required to perform the services performed.
(k) Contractor is responsible for all expenses incurred by Contractor in performing services for the Flare.
Contractor acknowledges that the terms set forth in this Declaration apply to Contractor and its Personnel.

EXHIBIT E

CONTRACTOR GUIDELINES

By clicking “Submit”, Contractor thereby expressly agrees to the following terms of this Exhibit E (the “NDA”):

WHEREAS, the Flare and Contractor (collectively, the “Parties”) wish to discuss and evaluate the advisability of entering into an independent contractor business relationship between Flare and Contractor, involving the lead generation and potential sale of photovoltaic solar systems, inclusive of services to be rendered by Flare or its contractors in connection therewith, and any resulting business arrangement between the Parties; and

WHEREAS, in order to facilitate such discussion, evaluation, possible future negotiations and relationship (the “Purpose”), Flare may disclose certain Confidential Information (hereinafter defined) to Contractor, and the Parties desire to provide for the protection of such Confidential Information on the terms set forth herein.

NOW, THEREFORE, for good and valuable consideration, including the following covenants and conditions, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Confidential Information. “Confidential Information” means: (a) all information, in tangible or intangible form (including technical, operating, business and financial information), that Flare (the “Disclosing Party”) furnishes or makes available to Contractor (the “Receiving Party”), directly or indirectly, that, regardless whether such information is in written, oral, magnetic, photographic, optical or other form (i) has been marked “confidential” or “proprietary”, or (ii) is designated as “confidential” or “proprietary” when disclosed in oral or visual form, or (iii) is disclosed in a manner such that a reasonable person would understand its confidential or proprietary nature; and (b) any and all Flare customer or marketing information and materials, such as (i) strategic data, including marketing and development plans, forecasts and forecast assumptions and volumes, and future plans and potential strategies of Flare which have been or are being discussed; (ii) financial data; and (iii) data relating to customers or prospective customers of Flare or its affiliates or business partners, including customer lists, lead lists, names of existing, past or prospective customers and their representatives, data provided by about prospective, existing or past customers, customer service information and materials, data about the terms, conditions and expiration dates of existing and proposed contracts with customers.
Non-Disclosure; Non-Use. Contractor will not at any time or in any matter, either directly or indirectly (including through Contractor’s Personnel), use, or divulge, disclose, or communicate to any third party in any matter any Confidential Information except as required for the Purpose or with Flare’s prior written consent, and will protect (and require all Contractor’s Personnel to protect) all Confidential Information and treat it as strictly confidential. In particular, Contractor shall not (and shall ensure that its Personnel shall not) use Confidential information in the performance of any work or services conducted for other companies, including without limitation Flare’s competitors. The obligation of Contractor not to disclose Confidential Information shall continue for a period of 3 years after the later of the end of the term of this NDA or the end of the term of any subsequent Independent Sales Agreement (or similar agreement) entered into between the Parties. Within 15 days after receiving a written request, Contractor will return to Flare all records, notes, documentation and copies of any Confidential Information.
Ownership of Confidential Information. All right, title and interest in and to all Confidential Information shall, as between Flare and Contractor, be and remain the sole property of Flare. No license, interest, title or any other right of any kind is granted under any trade secret, patent, trademark, copyright, or other proprietary right to Contractor or any of Contractor’s affiliates or Personnel.
Warranty. All Confidential Information is provided on an “as is” basis. FLARE MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. Flare will not be liable for damages arising out of Contractor’s use of Confidential Information.
Term; Survival. This NDA shall expire upon termination of the Agreement (the “Term”); provided, however, that the obligations set forth in Section 2 and any other provisions of this NDA that are expressed or by their nature or context are obviously intended to survive expiration or termination of the NDA shall survive such expiration or termination.
Governing Law. This NDA shall be construed in accordance with and governed by the laws of the State of Delaware. Any and all claims and actions arising out of the NDA shall be exclusively arbitrated in Miami-Dade County, State of Florida, in accordance with the then prevailing Rules & Regulations of the American Arbitration Association, which proceedings shall be strictly confidential. The arbitrator(s) shall not have the power to make errors of law, and any award may be challenged to a court of competent jurisdiction based on any such errors of law.
Injunction. It is agreed that if Contractor violates the terms of this NDA, irreparable harm will occur, and money damages will be insufficient to compensate Flare. Therefore, Flare will be entitled to seek injunctive relief (i.e., a court order that requires Contractor to comply with this NDA) to enforce the terms of this NDA. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this NDA.